WAM ACTIVE LIMITED — Major Shareholding Notification 2023

May 31, 2023

604 Page 1 of 2 15 July 2001

Form 604

Corporations Act 2001 Section 671B

Notice of change of interests of substantial holder

To Company Name/Scheme

Smartpay Holdings Limited (ASX: SMP)

ACN/ARSN

NZBN: 9429039735690

1. Details of substantial holder (1)

Name

Wilson Asset Management Group (refer entities listed in Annexure A)

ACN/ARSN (if applicable)

There was a change in the interests of the substantial holder on 30/05/2023 The previous notice was given to the company on 17/04/2023 The previous notice was dated 17/04/2023

2. Previous and present voting power

The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had a relevant interest (3) in when last required, and when now required, to give a substantial holding notice to the company or scheme, are as follows:

Class of securities (4)	Previous notice	Previous notice	Present notice	Present notice
	Person's votes	Voting power (5)	Person's votes	Voting power (5)
OrdinaryShares	13,764,247	5.78%	16,788,349	7.05%

3. Changes in relevant interests

Particulars of each change in, or change in the nature of, a relevant interest of the substantial holder or an associate in voting securities of the company or scheme, since the substantial holder was last required to give a substantial holding notice to the company or scheme are as follows:

Date of change	Person whose relevant interest changed	Nature of change (6)	Consideration given in relation to change (7)	Class and number of securities affected	Person's votes affected
Refer to Annexure B

4. Present relevant interests

Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows:

Holder of relevant interest	Registered holder of securities	Person entitled to be registered as holder (8)	Nature of relevant interest (6)	Class and number of securities affected	Person's votes
Refer to Annexure C

604 Page 2 of 2 15 July 2001

5. Changes in association

The persons who have become associates (2) of, ceased to be associates of, or have changed the nature of their association (9) with, the substantial holder in relation to voting interests in the company or scheme are as follows:

Name and ACN/ARSN (if applicable)	Nature of association
n/a

6. Addresses

The reasons the persons named in paragraph 3 above are associates of the substantial holder are as follows:

Name	Address
Refer to Annexure A

Signature

print name sign here	Kim Heng capacity Chief Operations Officer
	date 1/06/2023

DIRECTIONS

(1)

If there are a number of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or the manager and trustee of an equity trust), the names could be included in an annexure to the form. If the relevant interests of a group of persons are essentially similar, they may be referred to throughout the form as a specifically named group if the membership of each group, with the names and addresses of members is clearly set out in paragraph 6 of the form.

See the definition of "associate" in section 9 of the Corporations Act 2001.

• (2)

• See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001.

(3)

• (4) The voting shares of a company constitute one class unless divided into separate classes. (5) The person's votes divided by the total votes in the body corporate or scheme multiplied by 100 (6) Include details of:

(6)

• (a) any relevant agreement or other circumstances by which the relevant interest was acquired. If subsection 671B(4) applies, a copy of any document setting out the terms of any relevant agreement, and a statement by the person giving full and accurate details of any contract, scheme or arrangement, must accompany this form, together with a written statement certifying this contract, scheme or arrangement; and

(b) any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or disposal of the securities to which the relevant interest relates (indicating clearly the particular securities to which the qualification applies).

See the definition of "relevant agreement" in section 9 of the Corporations Act 2001.

(7)

Details of the consideration must include any and all benefits, money and other, that any person from whom a relevant interest was acquired has, or may, become entitled to receive in relation to that acquisition. Details must be included even if the benefit is conditional on the happening or not of a contingency. Details must be included of any benefit paid on behalf of the substantial holder or its associate in relation to the acquisitions, even if they are not paid directly to the person from whom the relevant interest was acquired.

(8)

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If the substantial holder is unable to determine the identity of the person ( eg. if the relevant interest arises because of an option) write "unknown".

Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice.

Page 1

Annexure A

1. Details of Wilson Asset Management Group

Wilson Asset Management Group

Name	ACN / ARSN
Wilson Asset Management(International)PtyLimited	(ACN 081 047 118)
MAM PtyLimited	(ACN 100 276 542)
WAM Capital Limited	(ACN 086 587 395)
WAM Research Limited	(ACN 100 504 541)
WAM Active Limited	(ACN 126 420 719)
Botanical Nominees PtyLimited ATF Wilson Asset Management EquityFund	(ACN 081 032 000)
WAM Leaders Limited	(ACN 611 053 751)
WAM MicrocapLimited	(ACN 617 838 418)
WAM Global Limited	(ACN 624 572 925)
WAM Strategic Value Limited	(ACN 649 096 220)
WAM Alternative Assets Limited	(ACN 168 941 704)

6. Addresses

Name	Address
Wilson Asset Management(International)PtyLimited	Level 26,1 Farrer Place,Sydney,NSW 2000
MAM PtyLimited	Level 26,1 Farrer Place,Sydney,NSW 2000
WAM Capital Limited	Level 26,1 Farrer Place,Sydney,NSW 2000
WAM Research Limited	Level 26,1 Farrer Place,Sydney,NSW 2000
WAM Active Limited	Level 26,1 Farrer Place,Sydney,NSW 2000
Botanical Nominees PtyLimited ATF Wilson Asset Management EquityFund	Level 26,1 Farrer Place,Sydney,NSW 2000
WAM Leaders Limited	Level 26,1 Farrer Place,Sydney,NSW 2000
WAM MicrocapLimited	Level 26,1 Farrer Place,Sydney,NSW 2000
WAM Alternative Assets Limited	Level 26,1 Farrer Place,Sydney,NSW 2000
WAM Strategic Value Limited	Level 26,1 Farrer Place,Sydney,NSW 2000
WAM Global Limited	Level 26,1 Farrer Place,Sydney,NSW 2000
Citigroup Pty Limited	Level 21, 2 Park Street, Sydney, NSW 2000

This is Annexure A of 1 pages referred to in Form 604 - Notice of change of interests of substantial holder.

Signed: _____

Date: 01/06/2023

Page 1

ANNEXURE B

3. Changes in relevant interests

Refer to Annexure A for the name and ACN's of the Wilson Asset Management Group members.

Date of change	Person whose relevant interest changed	Nature of change (6)	Consideration given in relation to change (7)	Class of securities	Number of securities	Person's votes affected
20/04/23	Botanical Nominees Pty Limited ATF Wilson Asset Management Equity Fund	On market purchase	-1,522.97	Ordinary shares	1,190	1,190
20/04/23	WAM Active Limited	On market purchase	-2,907.72	Ordinary shares	2,272	2,272
20/04/23	WAM Capital Limited	On market purchase	-45,316.72	Ordinary shares	35,409	35,409
20/04/23	WAM Microcap Limited	On market purchase	-6,210.91	Ordinary shares	4,853	4,853
26/04/23	Botanical Nominees Pty Limited ATF Wilson Asset Management Equity Fund	On market purchase	-63,919.40	Ordinary shares	49,588	49,588
26/04/23	WAM Active Limited	On market purchase	-99,787.39	Ordinary shares	77,414	77,414
26/04/23	WAM Capital Limited	On market purchase	-1,903,423.59	Ordinary shares	1,476,656	1,476,656
26/04/23	WAM Microcap Limited	On market purchase	-175,376.19	Ordinary shares	136,055	136,055
28/04/23	Botanical Nominees Pty Limited ATF Wilson Asset Management Equity Fund	On market purchase	-1,277.21	Ordinary shares	895	895
28/04/23	WAM Active Limited	On market purchase	-2,531.59	Ordinary shares	1,774	1,774
28/04/23	WAM Capital Limited	On market purchase	-36,425.47	Ordinary shares	25,525	25,525
04/05/23	Botanical Nominees Pty Limited ATF Wilson Asset Management Equity Fund	On market purchase	-4,993.83	Ordinary shares	3,332	3,332
04/05/23	WAM Active Limited	On market purchase	-10,098.56	Ordinary shares	6,738	6,738
04/05/23	WAM Capital Limited	On market purchase	-139,684.70	Ordinary shares	93,201	93,201
09/05/23	Botanical Nominees Pty Limited ATF Wilson Asset Management Equity Fund	On market purchase	-4,556.56	Ordinary shares	3,128	3,128
09/05/23	WAM Active Limited	On market purchase	-8,494.02	Ordinary shares	5,831	5,831
09/05/23	WAM Capital Limited	On market purchase	-132,619.49	Ordinary shares	91,041	91,041
10/05/23	Botanical Nominees Pty Limited ATF Wilson Asset Management Equity Fund	On market purchase	-2,263.40	Ordinary shares	1,564	1,564
10/05/23	WAM Active Limited	On market purchase	-4,218.54	Ordinary shares	2,915	2,915
10/05/23	WAM Capital Limited	On market purchase	-65,877.26	Ordinary shares	45,521	45,521
11/05/23	Botanical Nominees Pty Limited ATF Wilson Asset Management Equity Fund	On market purchase	-952.86	Ordinary shares	657	657
11/05/23	WAM Active Limited	On market purchase	-1,850.61	Ordinary shares	1,276	1,276
11/05/23	WAM Capital Limited	On market purchase	-27,666.28	Ordinary shares	19,076	19,076
12/05/23	Botanical Nominees Pty Limited ATF Wilson Asset Management Equity Fund	On market purchase	-604.37	Ordinary shares	420	420
12/05/23	WAM Active Limited	On market purchase	-1,174.22	Ordinary shares	816	816
12/05/23	WAM Capital Limited	On market purchase	-17,562.89	Ordinary shares	12,205	12,205
15/05/23	Botanical Nominees Pty Limited ATF Wilson Asset Management Equity Fund	On market purchase	-1,173.36	Ordinary shares	815	815
15/05/23	WAM Active Limited	On market purchase	-2,279.08	Ordinary shares	1,583	1,583
15/05/23	WAM Capital Limited	On market purchase	-34,080.97	Ordinary shares	23,672	23,672
16/05/23	Botanical Nominees Pty Limited ATF Wilson Asset Management Equity Fund	On market purchase	-2,270.67	Ordinary shares	1,562	1,562
16/05/23	WAM Active Limited	On market purchase	-4,414.89	Ordinary shares	3,037	3,037
16/05/23	WAM Capital Limited	On market purchase	-65,999.39	Ordinary shares	45,401	45,401
17/05/23	Botanical Nominees Pty Limited ATF Wilson Asset Management Equity Fund	On market purchase	-2,339.01	Ordinary shares	1,611	1,611
17/05/23	WAM Active Limited	On market purchase	-4,545.89	Ordinary shares	3,131	3,131
17/05/23	WAM Capital Limited	On market purchase	-67,960.44	Ordinary shares	46,808	46,808
22/05/23	Botanical Nominees Pty Limited ATF Wilson Asset Management Equity Fund	On market purchase	-2,445.62	Ordinary shares	1,663	1,663
22/05/23	WAM Active Limited	On market purchase	-4,754.48	Ordinary shares	3,233	3,233
22/05/23	WAM Capital Limited	On market purchase	-71,075.98	Ordinary shares	48,331	48,331
25/05/23	Botanical Nominees Pty Limited ATF Wilson Asset Management Equity Fund	On market purchase	-2,734.50	Ordinary shares	1,879	1,879

Page 2

Date of change	Person whose relevant interest changed	Nature of change (6)	Consideration given in relation to change (7)	Class of securities	Number of securities	Person's votes affected
25/05/23	WAM Active Limited	On market purchase	-5,316.20	Ordinary shares	3,653	3,653
25/05/23	WAM Capital Limited	On market purchase	-79,473.78	Ordinary shares	54,610	54,610
26/05/23	Botanical Nominees Pty Limited ATF Wilson Asset Management Equity Fund	On market purchase	-1,843.64	Ordinary shares	1,245	1,245
26/05/23	WAM Active Limited	On market purchase	-3,585.11	Ordinary shares	2,421	2,421
26/05/23	WAM Capital Limited	On market purchase	-53,594.54	Ordinary shares	36,192	36,192
30/05/23	Botanical Nominees Pty Limited ATF Wilson Asset Management Equity Fund	On market purchase	-40,042.84	Ordinary shares	25,222	25,222
30/05/23	WAM Active Limited	On market purchase	-75,443.48	Ordinary shares	47,520	47,520
30/05/23	WAM Capital Limited	On market purchase	-678,321.32	Ordinary shares	427,258	427,258
31/05/23	Botanical Nominees Pty Limited ATF Wilson Asset Management Equity Fund	On market purchase	-8,970.43	Ordinary shares	5,618	5,618
31/05/23	WAM Active Limited	On market purchase	-16,901.39	Ordinary shares	10,585	10,585
31/05/23	WAM Capital Limited	On market purchase	-151,957.62	Ordinary shares	95,168	95,168
01/06/23	Botanical Nominees Pty Limited ATF Wilson Asset Management Equity Fund	On market purchase	-2,622.87	Ordinary shares	1,641	1,641
01/06/23	WAM Active Limited	On market purchase	-4,942.04	Ordinary shares	3,092	3,092
01/06/23	WAM Capital Limited	On market purchase	-44,432.06	Ordinary shares	27,799	27,799

This is Annexure B of 2 pages referred to in Form 604 - Notice of change of interests of substantial holder.

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Signed: _____
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Date: 01/06/2023

Page 1

ANNEXURE C

4. Present relevant interests

Refer to Annexure A for the name and ACN's of the Wilson Asset Management Group members.

Holder of relevant interest	Registered holder of securities	Person entitled to be registered as a holder (8)	Nature of relevant interest (6)	Number of securities	Class of securities	Person's votes
Botanical Nominees Pty Limited ATF Wilson Asset Management Equity Fund	Citigroup Pty Limited	Botanical Nominees Pty Limited ATF Wilson Asset Management Equity Fund	Management of the portfolio of Botanical Nominees Pty Limited ATF Wilson Asset Management EquityFund	373,029	Ordinary shares	373,029
WAM Active Limited	Citigroup Pty Limited	WAM Active Limited	Management of the portfolio of WAM Active Limited	720,708	Ordinary shares	720,708
WAM Capital Limited	Citigroup Pty Limited	WAM Capital Limited	Management of the portfolio of WAM Capital Limited	10,434,346	Ordinary shares	10,434,346
WAM Microcap Limited	Citigroup Pty Limited	WAM Microcap Limited	Management of the portfolio of WAM Microcap Limited	5,260,266	Ordinary shares	5,260,266

This is Annexure C of 1 pages referred to in Form 604 - Notice of change of interests of substantial holder.

Signed: _____ Date: 01/06/2023